Lithia Motors (LAD) Form 4 LITHIA MOTORS / BRYAN B DEBOER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DEBOER BRYAN B

(Last) (First) (Middle)

150 N. BARTLETT ST

(Street)

MEDFORD OR 97501

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LITHIA MOTORS INC [ LAD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Lithia Motors Inc Common Stock	07/28/2023		S		2,000(1)	D	$307.5482	255,487	D
Lithia Motors Inc Common Stock	07/28/2023		S		2,000	D	$307	253,487	D
Lithia Motors Inc Common Stock	07/28/2023		S		2,810(2)	D	$308.327	250,677	D
Lithia Motors Inc Common Stock	07/28/2023		S		695(3)	D	$309.3081	249,982	D
Lithia Motors Inc Common Stock	07/28/2023		S		300(4)	D	$310.324	249,682	D
Lithia Motors Inc Common Stock	07/28/2023		S		400(5)	D	$311.5854	249,282	D
Lithia Motors Inc Common Stock	07/28/2023		S		610(6)	D	$312.9893	248,672	D
Lithia Motors Inc Common Stock	07/31/2023		S		2,362(7)	D	$308.0542	246,310	D
Lithia Motors Inc Common Stock	07/31/2023		S		7,174(8)	D	$309.0333	239,136	D
Lithia Motors Inc Common Stock	07/31/2023		S		5,745(9)	D	$310.0003	233,391	D
Lithia Motors Inc Common Stock	07/31/2023		S		2,000(10)	D	$311.0162	231,391	D
Lithia Motors Inc Common Stock								3,625	I	Held by Son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the weighted average share price of the Issuer's common stock sold in the price range of $307.4450 to $307.7600. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price.

2. Represents the weighted average share price of the Issuer's common stock sold in the price range of $308.0000 to $308.9800. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price.

3. Represents the weighted average share price of the Issuer's common stock sold in the price range of $309.0000to $309.8850. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price.

4. Represents the weighted average share price of the Issuer's common stock sold in the price range of $310.0600 to $310.5200. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price.

5. Represents the weighted average share price of the Issuer's common stock sold in the price range of $311.3200 to $311.9700. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price.

6. Represents the weighted average share price of the Issuer's common stock sold in the price range of $312.7600 to $313.2600. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price.

7. Represents the weighted average share price of the Issuer's common stock sold in the price range of $308.0000 to $308.9557. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price.

8. Represents the weighted average share price of the Issuer's common stock sold in the price range of $309.0000 to $309.5000. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price.

9. Represents the weighted average share price of the Issuer's common stock sold in the price range of $310.000 to $310.020. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price.

10. Represents the weighted average share price of the Issuer's common stock sold in the price range of $311.0000 to $311.1900. The reporting person undertakes to provide upon request by the Commission staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Kevin Cundick, Attorney-in-Fact	07/31/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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